THE Zimbabwe business community realizes that co-operation amongst its members brings not only economic benefit to them, but also enhances national development.
Now, therefore the business community hereby establishes the Zimbabwe National Chamber of Commerce (hereinafter referred to as the “ ZNCC ” or “ THE CHAMBER” ) The members hereby adopt this constitution, with the avowed goals of promoting the interests of its members and of the community in general.
The name of the organization shall be the ZIMBABWE NATIONAL CHAMBER OF COMMERCE (hereinafter referred to as the “ ZNCC ” of “ THE CHAMBER” )..
1.1 In this constitution and in any rules and regulations made thereafter, the following shall be applicable:-
1.1.1 Clause headings are for convenience and are not to be used in interpretation;
1.1.2 Unless the context indicates a juristic person / legal entity and vice versa; the singular includes the plural and vice-versa;
1.2 In this constitution the following expressions bear the meaning assigned to them and cognate expressions bear corresponding meanings:-
1.2.1 “ AUDITED ACCOUNTS ” means the signed audited annual financial statements of the “ CHAMBER ”, which are presented and debated at an Annual General Meeting or Extra-ordinary General Meeting.
1.2.2 “ AUDITORS ” means the Auditors for the time being and include their successors in practice.
1.2.3 “ LEGAL PRACTITIONERS ” means the Legal Practitioners for the time being and includes their successors in practice.
1.2.4 “CHAMBER SECRETARIAT ” means all persons employed on a full or part time basis by the “ CHAMBER ” and more specifically shall not include elected officials, consultants or any person of whatever description who are not in the employ of the “ CHAMBER ”.
1.2.5 “ THE NATIONAL OFFICE ” means Head Office situated in Harare.
1.2.6 “ CHIEF EXECUTIVE ” means the Head of the Secretariat.
1.2.7 “ CONTRACTS ” means all agreements of whatever nature, relating to the “ CHAMBER ”, including (without limitation) all leases, credit agreements, franchises, license agreements, agencies, lease of premises, all unexecuted or partially executed orders etc.
1.2.8 “ PROPERTY ” means the property beneficially owned by and registered in the Chamber’s name.
1.2.9 “ DAY ” means any day of the week.
1.2.10 “ MONTH ” means a calendar month, and more specifically:-
1.2 .10.1 In reference to a number of months from a specific date, a calendar month commencing on that date or the same date of any subsequent month;
22.214.171.124 In any other context, a month of the calendar, that is, one of the twelve (12) months of the calendar
“ MONTHLY ” has the corresponding meaning;
1.3.0 “ YEAR ” means a period of twelve (12) consecutive months, commencing on the date on which it is specified that a particular event comes into operation, or nay anniversary of that date.
1.3.1 “NATIONAL EXECUTIVE COMMITTEE ” (hereinafter referred to as the “ NEC ”) means the President, Deputy President, Vice Presidents and such members of the regions as are elected from time to time.
1.3.2 All other words, phrases and concepts shall bear the meaning assigned to them in the respective provisions of the constitution.
2. LEGAL STATUS
2.1 The “ CHAMBER ” is and shall continue to be a distinct and separate legal entity and body corporate, with the power to acquire, to hold and to alienate property of every description whatsoever, and the capacity to acquire rights and obligations and having perpetual succession.
2.2 All actions or suits, proceedings at law or any arbitration shall be brought by or against the “ CHAMBER ” in the name of the “ CHAMBER ” and the “ NEC ” may appoint any person or persons, to act on behalf of the “ CHAMBER” and to sign all such documents and to take all such steps as may be necessary in connection with any such proceedings.
3. A NON-PROFIT MAKING ORGANIZATION
3.1 Notwithstanding anything to the contrary herein contained:-
3.1.1 The “ CHAMBER ” is not formed and does not exist for the purpose of carrying on any business that has for its object the acquisition of gain by the “ CHAMBER ” or its individual members.
3.1.2 Income and assets of the “ CHAMBER ” shall be applied solely for investment and for the promotion of the objects for which it is established.
3.1.3 No part of the income or assets of the “ CHAMBER ” shall be paid directly or indirectly by way of dividend, donation or otherwise to any person.
3.1.4 The “ CHAMBER ” shall not be entitled to carry on any trading or other profit making activities or participate in any business, profession or occupation carried on by any of its members or provide to any of its members with financial assistance or any premises or continuous services or facilities for the purpose of carrying on any business, profession or occupation. However, the latter activity shall not prevent the “ CHAMBER ” from carrying on any business, which is meant to be for the benefit of the members of the “ CHAMBER ”.
4. RIGHTS OF MEMBERS
4.1 Membership of the “ CHAMBER ” in any of the classes (referred to in Article 3) does not and shall not give any member of any class the right to any of the money, property or assets of the “ CHAMBER ” but only confers upon such members the privilege of membership subject to such changes and reasonable restrictions as the “ NEC ” from time to time shall impose either by resolution or in regulations.
4.2 A member whose application has been accepted by the “ NEC ” shall be bound by this constitution and rules and bylaws, and resolutions made any organ empowered by the constitution to do so. No members shall be absolved from the effect and application of this constitution, rules, by-laws and resolution aforestated by reason of the fact that he may not have received a copy of constitution, regulations, resolutions or rules made / passed.
4.3 The liabilities of members of any class are limited to the amount of unpaid subscriptions.
5.1 The objects of the “ CHAMBER ” shall be to:-
5.1.1 Promote the business interest of its members
5.1.2 Promote, improve and encourage in Zimbabwe the development of trade and commerce. Without restricting the ordinary meaning of the words trade and commerce, the following are included:- banking, manufacturing, finance, general dealership, insurance, transport, agriculture, mining and or any business of a similar nature.
5.1.3 Improve, promote and encourage the development of good labour relations between all persons in trade and commerce, (be they employers or employees) by the articulation of the interests of the employer.
5.1.4 Consider any legislation or proposed legislation affecting either directly or indirectly, trade and commerce, and to take such steps in regard thereto as the “ CHAMBER ” deems fit.
5.1.5 Collect, circulate and publish information relating to the interest of the “ CHAMBER ”, either in pamphlets, newsletters and magazines relating to any subject, which are consistent with the interests of its members.
5.1.6 Make representations to any legislator, minister, government official and any person for that matter relative to the necessity for the enactment or amendment of any legislation on any issue, which relates to the interests, material or incidental, to the achievement of the objects of the “ CHAMBER ”.
5.1.7 Approach and encourage dialogue with other bodies or organizations having similar objects to that of the “CHAMBER ” and to co-operate with them on any of the issues stated herein before.
5.1.8 Be non partisan when conducting the affairs of the “CHAMBER so as to articulate the interests of all its members irrespective of political, religious, racial or ethnic affiliation.
6 POWERS OF THE CHAMBER
6.1 Subject to the provision of Article 5 above, the “ CHAMBER ” shall have all such powers as are necessary for the proper attainment of the proper attainment of the objects set out above and shall in particular have the following express powers:-
6.2 To facilitate the exchange of ideas, priorities and problems in the field of commerce.
6.3 To establish and publish a newsletter / magazine for the benefit of its members and or interested persons.
6.4 To collaborate and otherwise to avoid unnecessary duplication of effort in the field of commerce.
6.5 To acquire any movable or immovable property.
6.6 To institute, conduct, defend, compound or abandon any legal process by or against the “ CHAMBER ” or its officers, or otherwise concerning the affairs of the “ CHAMBER ”.
6.7 To open with any financial institution any account, in the name of the “ CHAMBER ”, and to draw, endorse, make and execute bills of exchange, promissory notes, cheques and other negotiable instruments connected with the business and the affairs of the “ CHAMBER ”.
6.8 To invest and deal with any monies of the “ CHAMBER ” not immediately required for purposes of the “CHAMBER ”.
6.9 To secure the fulfillment of any contacts or engagements entered into by the by mortgaging of all or any of the property of the “ CHAMBER ”.
6.10 To establish, promote or assist in establishing or promoting and to subscribe to or become a member of any association, whose objects are similar or partly similar to the objects of the association, or the establishment or promotion of which may be beneficial to the association, provided that no subscription is to be paid to any such other association out of funds of the association except payments made bona fide in furtherance of the interests of the association.
6.11 To support or subscribe to any institution or society which may be for the benefit of the “ CHAMBER ” or for its employees past or present.
6.12 To borrow or raise and give security for money by the issuance of bonds, debentures, debenture stock, bills of exchange, promissory notes or other obligations or securities of the “ CHAMBER ” or by mortgage of all or any part of the property of the “ CHAMBER ”.
6.13 Subject to the provisions of Article 5 above to make donations, loans, exchanges, leases and any other forms of contracts, whatsoever, including sales and purchases of any property of any kind.
7.1 There shall be the following classes of members of the “ CHAMBER ”, namely
7.1.1 Ordinary members
7.1.2 Corporate members
7.1.3 Affiliate members
7.1.4 Associate members
7.1.5 Honorary members
The names and address of the members shall be kept at the National Office. Each region or branch shall also keep a list of its members, of which monthly returns shall be forwarded to Head Office.
8. QUALIFICATIONS FOR MEMBERSHIP
8.1 The person(s) eligible for various classes of membership of the “ CHAMBER ” shall be as follows:-
8.1.1 Ordinary Members
Any person engaged in trade or commerce, on application in the prescribed form and on payment of the application and membership fee or any other fees or payments decided upon by the “ NEC ” may be admitted to the membership of the “ CHAMBER ” at the discretion of the “ NEC ”. Members shall become members of the branch where they carry on their business or trade.
8.1.2 Corporate Members
In the event of any person being a corporate organization carrying on its business or trade in more than one locality, such member may by application to the “ NEC ” request any of its branches not operating within the geographical boundary of the branch wherein the member’s Head Office is, be conferred with Corporate membership. Upon such application being accepted, the Corporate member shall for all intents and purposes be an ordinary member in the branch it operates. Save that the corporate member shall be eligible to one vote at a branch “ AGM ” or “ EGM ”
8.1.3 Affiliate Members
Any organization or association representing any groups of persons or businesses engaged in any branch of trade and commerce within Zimbabwe may apply to become affiliate members of the “ CHAMBER ” and on such application being accepted by the “ NEC ”, shall agree to pay such subscription as determined by the “ NEC ”, which subscriptions shall be related to the number of members who form that affiliate organization. An affiliate member shall have the same rights as an ordinary member.
8.1.4 Associate Members
Any charitable, religious, service organization and any statutory body or juristic person, which does not in the opinion of the “ NEC ”, exist for the purposes of gain, shall be eligible for membership as a corporate member. However, such corporate member shall not have the right to vote at an “ AGM ” or “ EGM ”.
8.1.5 Honorary Life Members
At any annual general meeting of the association the “NEC” may propose any number of persons to be elected by the majority of the members present at such meeting as honorary life members. All honorary life members shall be subject to the rules and regulations of the “ CHAMBER ” and enjoy the privileges of ordinary membership without payment of any subscription. No such nomination and consequently no election shall be made of a person unless the person/s nominated hold some public office or have rendered exceptional or special services on behalf of the “CHAMBER ” or to the “ CHAMBER ”.
9. ADMISSION OF MEMBERS
9.1 Applications for membership shall be in writing in prescribed form as the “ NEC ” from time to time may decide and shall contain such information and particulars, together with such verification thereof, as the “ NEC ” may require/decide.
9.2 The “ NEC ” shall the right from time to time to vary, amend or alter the form or forms of application and or proposal of membership in any class and may prescribe different forms for different classes of membership.
9.3 Candidates for membership shall be selected by a simple majority of the “ NEC ”, or a sub-committee appointed by it.
9.4 Under no circumstances shall the “ NEC ”, the sub-committee or any member therefore be requested or required to give any reason for any decision in connection with any such application for membership.
9.5 Should any ineligible candidate be inadvertently admitted as a member to any class of membership, the “ NEC ” may declare his election void but shall give him notice to that effect, and it may in its sole discretion return such candidate any subscription or membership fee paid by him and he shall cease to be a member in any such class of membership to which he was inadvertently admitted, and his name shall be erased from the register of members.
9.6 If at any time after the admission of a member it shall appear that he has elected under misrepresentation or mistake as to his identity, or owing to incorrect information having been given, the committee shall have the power to cancel such an election.
9.7 A person whose admission is thus cancelled in terms of clause 9.5 and 9.6 herein before shall cease to be a member of the “ CHAMBER ” and his name shall be erased from the register of members and he shall have no claim against the “ CHAMBER ” for damages, return or entrance fee, deposit or subscription, on any grounds whatsoever, but the committee shall be entitled to make such ex-gratia refund of entrance fee, deposit or subscription as it may consider proper.
9.8 Any candidate whose application for membership has been rejected shall be entitled to seek membership again within one year of the date of such rejection. If, however, any time after the rejection of a member, it should appear that such rejection has been under a misapprehension or mistake as to identity, or owing to incorrect information having been given; the committee shall have the power to reconsider such application forthwith.
9.9 Upon the acceptance of the application of a member in any class the secretariat of the “ CHAMBER ” shall be obliged to provide such person, and he shall be entitled, on application thereof, to a copy of the constitution and bylaws of the “ CHAMBER ” if any applicable at that time.
9.10 The ordinary, affiliate and corporate members of the association and those that were members immediately before the adoption of the amendments to the constitution of 1991 by the resolution of the 21 August 2001, are members in terms of this provision in their respective classes.
10. TERMINATION OF MEMBERSHIP
Any member may resign from the association on giving written notice to the Chief Executive. Such member shall not be entitled to a refund of any subscription paid.
10.2 Liquidation, Dissolution or Death
On the liquidation of a corporate member or the dissolution of a societal member or death, the membership of such person shall cease immediately. In such case, no refund of a subscription shall be made.
10.3 Failure to Pay Annual Subscription
Any members in arrears with the payment of his subscription for a period of three calendar months from due date of payment shall on such date, subject to decision by the “ NEC ” cease to be a member of the “ CHAMBER ” forthwith and shall forfeit all and any benefits and privileges.
10.4 Unbecoming Conduct
10.4.1 It is specifically recorded that any member who on resignation or being expelled from the “ CHAMBER ” (because of unbecoming conduct as provided for hereunder) will upon such termination be liable to pay the subscription fee or any other fees due from him for the year in which he had been a member.
10.4.2 A member upon his membership being terminated shall be given seven days within which to settle the amount due and owing and upon failure to pay; the “ CHAMBER ” may at its discretion institute proceedings to recover the amount owing.
11. RULES GOVERNING UNBECOMING CONDUCT OF A MEMBER
11.1 In the event of any member conducting himself in such a manner in carrying out activities of any nature, which in the opinion of “NEC” is contrary to the interests of the “ CHAMBER ” or which is deleterious to the good name and reputation of the “ CHAMBER ”, such member shall be liable to have his membership terminated by the “ NEC ”. In so doing the “ NEC ” shall follow the rules and procedures as set out herein.
11.2 The said rules and procedures shall incorporate herein and shall be read as part of this constitution.
11.3 In any event of the “ NEC " becoming aware that any member of the “CHAMBER ” is conducting himself in such a manner or carrying activities which are in its opinion not in the best interests of the “ CHAMBER ” or are deleterious to the good name and reputation of the “ CHAMBER ”, the “ NEC ” shall advise such member in writing of the information which it has received, setting out in detail and with particularity the nature of the information and the source thereof.
11.4 The “ NEC ” shall further advise such member that if dissatisfied after enquiry of the misconduct, the member so concerned may be liable to have the membership terminated.
11.5 The member so concerned shall be invited to reply to the complaints made in writing within a period of thirty days after notification.
11.6 All correspondence shall be treated as privileged and confidential to the “ NEC ” alone.
11.7 If it is wished or if either or both of the parties wish, the “ NEC ” may hear viva voce representations from both the complaint and the member concerned. All such viva voce representations shall be privileged and confidential.
11.8 In the event of the “ NEC ” deciding that the membership of the member concerned be terminated such member shall have the right to appeal against such decision at the “ AGM ” of the “ CHAMBER ”.
11.9 The member shall advise the Chief Executive within thirty days of the “ NEC ” having notified its decision, to the member, of his intention to appeal.
11.10 The “ NEC ” shall advise the member concerned of its decision in writing.
11.11 Any member involved in any such enquiry shall be entitled to have legal representation.
12. THE STRUCTURE OF THE CHAMBER
12.1 The “ CHAMBER ” will consists of the following organs:-
12.1.1 The Annual General Meeting
12.1.2 The Extraordinary General Meeting
12.1.3 National Executive Committee
12.1.4 Regional Executive Committee
12.1.5 Branch Executive Committee
13. ANNUAL GENERAL MEETING
13.1 An “AGM” of the “ CHAMBER ” shall be held once in each calendar year on the date and at a place and venue to be determined by decision made at the “AGM” of the previous year. Such “AGM” shall be held no later than six months after the end of the previous financial year.
13.2 The “ NEC ” shall have the power to change the date or place or venue for bona fide good reasons. Not less that sixty days before the holding of “ AGM ” the Chief Executive on the authority of the National Executive Committee shall post to each member of the “ CHAMBER ” on the national registry, notice convening the “ AGM ” together with an agenda.
13.3 All branches and any fully paid-up member shall have the right to submit in writing any items for inclusion on the agenda of the “ AGM ”, dealing with any matter relevant to the activities of the “ CHAMBER ”.
13.4 Such written request shall reach the Chief Executive not less than 30 days before the date set for the holding of the “ AGM ”.
13.5 If in the opinion of the Chief Executive such proposed resolution is unsuitable or improper for inclusion on the agenda, he shall submit such proposed resolution to the “ NEC ” for determination and their decision shall be final. They shall give reasons or their decisions in writing, if their decision is to reject the proposed resolution.
13.6 Twenty members from a minimum of three regions shall constitute a quorum. In the event of no quorum, the AGM shall be postponed. At a rescheduled AGM the members present shall constitute a quorum.
13.7 Voting on any matter shall be by show of hands by the Ordinary, Corporate and Affiliate members only, unless a request for a secret ballot is requested, and accepted by a simple majority of those members eligible to vote and present at the meeting. The Chief Executive shall be the returning officer in any ballot.
13.8 At the “AGM” professionally registered accountants shall be appointed to audit the accounts of the “ CHAMBER ” each year. Contracts shall be for a maximum period of three years.
14. ANNUAL CONGRESS
14.1 The “ ZNCC ” shall hold an Annual Congress, within each calendar year on a date and at a place and venue to be decided by the “ NEC ”.
14.2 The “ NEC ” may determine all matters relating to Congress, including fees and charges.
14.3 The Chief Executive on the instructions from the NEC will organize the event.
15. FINANCIAL YEAR
15.1 The financial year of the “ CHAMBER ” shall run from 1 st January of each year and terminate on 31 st December of each year.
15.2 The chairperson of the Finance Committee shall present such set of accounts on behalf of the NEC
15.3 The chief Executive shall be responsible for keeping a proper set of books of accounts. This set of books shall be kept at the National Office of the “ CHAMBER ”, and shall be under the control of the Chief Executive.
16. ANNUAL SUBSCRIPTION
16.1 The NEC shall determine the annual rate of subscriptions due and payable by members for each year.
16.2 In making such determination the NEC may classify members into groups or classes and appropriate differential membership fees for each group or class of members on any basis it sees fit and proper. Each member by act of membership shall agree to pay such fee.
16.3 The Chief Executive shall make such classification available to any member requesting information.
16.4 The NEC not later than 31 st of October in each year shall determine the schedule of subscriptions due and payable by members for the following year commencing on 1 st January.
16.5 Any member joining on or after 1 st July of any year shall pay fifty percent (50%) of the year’s subscription.
17. PAID-UP MEMBER
17.1 A paid-up member shall be a member or an organization in good financial standing and of which all subscriptions, dues, fees or charges due and payable, shall have been paid on or before the 31 st March of the current year.
17.2 The good standing of any member shall be certified as such by the Chief Executive or person delegated by him to do so, when called upon to do so.
18. FINANCIAL CONTROL
18.1 The NEC shall appoint any member to present the latest set of accounts at any ordinary meeting of the NEC .
18.2 The NEC shall from time to time fix an amount which the Chief Executive may authorize for disbursement / payment. The President and Deputy President shall sign such instruction. 18.3 On or before 31 st March of each year the Chief Executive shall present to the NEC a list of members, who are in arrears with the payment of subscriptions for the current financial year. And the NEC may consent to the termination of their membership of the “ CHAMBER ”.
19.1 All acts done or authorized by any meeting of the NEC shall notwithstanding that it shall, be afterwards discovered that there was some defect in the appointment of the NEC, or if any person was disqualified, be as valid as if the NEC has been properly appointed and every person so qualified.
19.2 Every member of any duly constituted committee, and every officer and employee of the “ CHAMBER ” shall be indemnified against all costs, losses, expenses, damage and the consequence of any bona fide undertaken, which such member, officer or employee may or be occasioned by his own negligence or default. No member shall be answerable or liable for any act or default or for any costs, losses, expenses, or damage incurred as a result of such act or default except when the same shall have happened as a result of his own negligence or default.
20. EXECUTIVE AUTHORITY
20.1 Executive authority and power shall vest in the NEC. The NEC shall consist of the following office bearers:-
20.1.1 The President of the “ CHAMBER ”
20.1.2 Deputy President of the “ CHAMBER ”
20.1.3 Vice-Presidents from the regions
20.1.4 The Immediate past president of the Chamber
20.1.5 Members elected to represent regions to NEC who shall be elected according to rules and procedures set out herein.
20.2 The office bearers of the NEC shall be elected bi-annually at each successive AGM , according to the procedure set out herein.
20.3 No office bearer shall hold the same office for more than two successive terms, Provided that this provision shall not apply to the Immediate Past President of the Chamber whose membership to the NEC is provided for in terms of clause 20.2.4 above.
20.4 The NEC shall appoint the CEO. He shall be the Chief Administrative Officer of the “ CHAMBER ”
20.5 The NEC shall meet not less than six times within a period of twelve months at a time, place and venue to be decided by the President.
20.6 Any member of the “ CHAMBER ”, shall have the right to have entered on the agenda at any NEC meeting any matter relevant to “ CHAMBER ” affairs, provided such request is made in writing to the CEO at least 14 days before the holding of any NEC meeting.
20.7 The NEC may appoint such committees as it sees fit for the purpose of carrying out any functions of the “Chamber “ and may delegate any power it sees fit to any such committee as appointed.
20.8 The President of the “Chamber” shall appoint a National Advisory Council “NAC” whose tenure of office shall run concurrently with the President’s tenure of office provided that members of the NAC shall be eligible for reappointment by future President. Members of the NAC shall be appointed as follows:-
20.8.1 Five of them shall be drawn from past presidents of the Chamber
20.8.2 Two of them shall be nominated by the President to represent special interest groups
20.8.3 Eight of them shall be appointed by the President from a list of nominations submitted to him/her by the four regions represented on the “Chamber”.
20.8.4 In making nominations and appointments of persons to sit on the NAC, the regions and the President are encouraged to try, as much as possible, to ensure gender balance in the composition of members.
21.1 On all resolutions voting shall be by a show of hands unless a member requests a secret ballot. This shall be permitted on a simple majority of votes taken by those members present and voting. In all matters the President shall have a casting and deliberate vote. In the event of his exercising his deliberate vote it shall be for the maintenance of the status quo.
22. RULES GOVERNING THE ELECTION OF OFFICE BEARERS OF THE NEC
22.1 Only paid up members of the “ CHAMBER ”, in good financial standing, shall be eligible.
22.2 The CEO shall be the returning officer.
22.3 NEC shall make nominations for President and Deputy President.
22.4 Notice of AGM shall include such nominations.
22.5 The nominees should have held office of at least Branch Chairperson within the “ CHAMBER ”
22.6 AGM shall confirm the nominations or otherwise by simple majority. If rejected, nominations will be called from members present at the AGM.
22.7 Voting shall be by secret ballot
22.8 All members present and entitled to vote shall be issued with a ballot paper.
22.9 The result of the election of office bearers shall be announced at the AGM.
22.10 In the event of any dispute, disagreement or disaffection, raised by any candidate or any member, the decision of the NEC shall be final.
22.11 The President and Deputy shall hold office for one (1) year.
22.12 The President and Deputy President shall be eligible for re-election at any AGM of the Chamber, up to a maximum period of two (2) years
22.13 THE Deputy President shall act during the absence or incapacity of the President. However, should the President be absent or in incapacitated to hold office for a period exceeding six months, then the Deputy President shall become President until the next AGM
23. RULES OF PROCEDURE GOVERNING NEC
23.1 The President, or failing him the Deputy President, or failing him any one of the Vice-Presidents, by rotation shall preside at all meetings.
23.2 A quorum shall consist of one third, plus one member, of all members entitled to be present and to vote.
23.3 The NEC shall determine its own rules of procedure.
23.4 Any rule may be amended by a simple majority of the Committee
23.5 In the event of there not being a quorum of members present, the Committee may resolve to continue discussion on matters on the agenda but no decision having validity may be
23.6 The President shall convene all meetings and instruct the Chief Executive to send out required notices together with an agenda to every member of the NEC at least 14 days before holding of such meeting.
23.7 The CEO shall upon request, any meeting of the NEC, provide members with proof of service of the notice to every member. In the event that proof of notice of the meeting indicated has not been given such number of members amounting to more than two thirds, then he meeting shall be adjourned and a further meeting shall be reconvened within 14 days from the date of the last meeting. In this regard notice to the members shall be by registered post. It shall be taken that any member to whom notice has been sent by registered post shall have received such notice after 5 days of the posting of such notice to the address supplied by such member a reflected in the register of members.
23.8 In the event that the President fails to convene an NEC meeting as provided in this constitution, such meeting shall be convened by the CEO, upon a request of at least one third of the members of the NEC. A Chairman shall be elected by members present to preside over the meeting. The resolutions passed thereat shall have the same force and effect as if the President in terms of this constitution had convened the meeting.
24. VOTE OF NO CONFIDENCE IN THE PRESIDENT
24.1 The NEC duly convened shall have the power to remove the person of the President from office upon a resolution by one third of the members properly elected, having petitioned the NEC , by giving not less than 30 days notice of its intention to the CEO, who shall within 14 days after the expiry of the notice period by the NEC, convene a meeting. At the meeting a resolution to remove the President passed by no less than two thirds of the persons eligible to vote and entitled to be present at the NEC shall, if the motion is endorsed by a simple majority of members at an EGM called for the purpose be sufficient to remove the President from office.
24.2 The President in such an event shall vacate office and the Deputy President shall be President until the next AGM .
25.1 All branches of the “ CHAMBER ” shall fall under the executive authority of the NEC of the “ CHAMBER ”.
25.2 The NEC may delegate its power to a branch to manage and administer its own affairs.
25.3 A branch of the “ CHAMBER ” shall be constituted on application being made to the NEC, by not less than 15 fully-paid members, in good financial standing, who are engaged in commerce or who trade in the same locality, and on acceptance of the application by the NEC the branch shall be constituted.
25.4 All branches having membership of not fewer than 15 members, fully-paid up and in good financial standing on the date on which this constitution is adopted, shall be deemed to have made application in terms of paragraph 25 (3) above and to have been accepted as such, and further to have been constituted in terms of this constitution.
25.5 The rules governing the NEC of the “ CHAMBER ”, in all matters, shall apply to all branches, mutatis mutandis , except for the matters, where there are specific rules, within this constitution applying to branches.
25.6 Each branch shall hold its AGM within each year, on a date and at a place and venue to be fixed by its Executive Committee but not later than 45 days before the AGM of the “ CHAMBER ”
25.7 All branch Executive Committee meetings shall be held once every month.
25.8 All branch Executive Committee meetings shall be convened by the Chairman or failing him, by a committee member deputed to do so.
25.9 Every branch shall have delegated powers to conduct its meetings by its own rules of procedures.
26. BRANCH EXECUTIVE COMMITTEE
26.1 A duly constituted branch shall be resolution adopted as its AGM determine the composition of its Branch Executive Committee
26.2 Such office bearers and members of the committee shall be elected at each branch AGM and shall hold office until the next AGM
26.3 The procedure and method of election of Branch Executive Committee shall be determined at the AGM of the branch. The Regional Manager will be the Returning Officer.
26.4 The election of office bearers and committee members shall be by secret ballot.
26.5 The names of office bearers and elected members of the Branch Executive Committee shall be sent to the Chief Executive, by the Chairman of the branch, within 14 days of such election.
26.6 In the event of any dispute arising out of conduct of the election, any partly directly concerned herewith shall refer the matter to the NEC for decision, which shall put its decision in writing to the party referring the matter.
26.7 The Executive Committee of any branch in office on the date, on which this constitution comes into effect, shall be deemed to have been constituted in terms of this constitution and shall hold office until the next AGM of the branch.
27.1 The NEC may from time to time create regions from the Regional Branches constituting the “ CHAMBER ”. Upon the NEC creating a region that region will become eligible to elect a Vice-President.
27.2 The NEC shall decide the composition and functions of the Regions.
28. REGIONAL EXECUTIVE COMMITTEE
The Regional Executive shall consist of the following office bearers:
· Vice President
· Branch Chairpersons of the region
29. PROCEDURE FOR THE ELECTION OF REGIONAL MEMBERS OF THE NATIONAL
EXECUTIVE COMMITTEE MEMBERS
29.1 Each region shall form a constituency for the purpose of Election of NEC representatives.
29.2 A region shall become a constituency for this purpose if it has fully paid-up membership of not fewer than 50 members on the 31 st December of the year immediately preceding the election.
29.3 A region shall be entitled to elect a Vice President.
29.4 A region shall be entitled to elect one member to the NEC for each 50 fully-paid up members, provided that the elected are members of Branch Executive Committee.
29.5 All regions are restricted to a maximum of 5 representatives.
29.6 At least 30 days before the date set for AGM the regional manager, shall call for the nominations by written notice, for election of:-
29.6.1 Vice President
29.6.2 Members of the NEC of the “ CHAMBER ”
29.7 Any member of a region so nominated shall be fully-paid up for the region, failing which the nomination shall be invalid.
29.8 The member of a region so nominated shall be supported in writing by at least 3 members of the region who shall also be fully paid-up members of the region, failing which the nomination shall be invalid.
29.9 The member so nominated shall indicate his acceptance of his nomination in writing.
29.10 The Regional Manager in his notice calling for nominations shall state the number of members to be elected by the region to the NEC
29.11 The Regional Manager shall further set a date by which nomination papers shall be returned to him and such date shall be not less than 7 days before the date on which the AGM of the region shall be held. Nomination papers received after such date shall be rejected.
29.12 The returning officer shall prepare a ballot paper setting out clearly the full names of the candidates nominated. These shall be set out in alphabetical order.
29.13 The returning officer shall annex to the ballot paper a memorandum form stating that the only mark to be made on the ballot paper shall be “X” to be placed against the name of the person in whose favour he has cast his vote.
29.14 The memorandum shall also state the number of candidates to be elected.
29.15 The election for the regional members of the NEC shall take place at the AGM of the region by secret ballot, and the result of the ballot shall be announced thereat.
29.16 In the event of any dispute, disagreement or dissatisfaction arising in any matter relating to the election of the region executive members, the matter shall be referred to the NEC .
29.17 All parties concerned shall be entitled to make representations to the NEC on such matter. Such representation may be in writing or made viva voce.
29.18 The NEC shall give its decision, in writing, to any party making such representation.
29.19 The post of Vice-President shall however, cease to exist and the incumbent shall cease to hold office, if during the period of his tenure, the NEC shall decide that the registered members in any particular region had fallen below the number fixed by it as the minimum for a region.
29.20 However, should the branches constituting the region referred to, have regained membership sufficient to constitute a region at any time thereafter, but during the prescribed tenure of the Vice President for the region, then the Vice President shall resume office until the end if his elected tenure.
30. FIRST ELECTION OF THE BRANCH COMMITTEE MEMBERS TO NATIONAL EXECUTIVE COMMITTEE
30.1 Notwithstanding anything to the contrary set out in this constitution, the first election of branch members of the NEC shall be held immediately after the adoption of this constitution.
30.2 Those members so elected shall hold office in terms of this constitution and for the period governed by the rules of procedure for the election of branch members of the NEC.
30.3 For the purpose of the first election, the Chief Executive shall be the returning officer, and forthwith on the adoption of this constitution, it shall notify the Chairman of each branch of the procedure for the election of branch members as members of the NEC as set out in this constitution. The Chairman of each branch shall instruct the Regional Manager, to carry out elections, according to the rules of procedure as set out in this constitution.
30.4 Chief Executive shall further instruct the Regional Manager of any branch entitled to elect members to the NEC , of the number of members entitled to be elected, by the said branch in terms of this constitution.
30.5 Chief Executive shall further instruct the Regional Manager of the said branch to call for the nomination of members without delay. Such nominations are to be made within 30 days of the Regional Manager calling for nominations.
30.6 The Chief Executive shall further instruct Regional Manager of the said branch to call a special meeting of the branch not later than 30 days after the closing date for receiving nominations for the specific purpose of the election of NEC members in the event of an election becoming necessary.
30.7 Such election shall be by secret ballot, of all paid-up members, present and entitled to vote.
30.8 The Regional Manager shall notify the Chief Executive in writing immediately of the result of the election of the names of members elected to the NEC
30.9 The rules as set out in this constitution for the election of branch members to the NEC shall apply for this first elections, any departure from the rules of procedure as set herein which becomes essential, ex-necessitate, for the carrying out this first election, only for the purpose of carrying out this first election shall be condoned.
31 ELECTED OFFICIALS TERMINATION OF MANDATE
The holder of an elected office, who derives his membership, by virtue of a juristic person being a member, shall cease to hold office if he leaves the employment of that juristic body and has withdrawn its consent to be represented by the person so holding an elected office, unless such person becomes, within 4 weeks of such cessation of employment or such withdrawal, a member in his own right, or becomes employed associates to a member, which is juristic persona.
32 AMENDMENT TO CONSTITUTION
Members of the “ CHAMBER " are empowered at a properly constituted AGM to amend, repeal or adopt any amendment to the existing constitution provided that no less than two thirds (2/3) of the members voting at such a meeting accept such amendment. This constitution shall come into effect on the date on which existing constitution is replaced at an AGM or EGM of the ZNCC , or any postponement thereof, at which this constitution is adopted pari passu with repeal of the provisions in the existing constitution.
In the event of dissolution of the “ CHAMBER, its assets shall be donated to any organization which objects are similar to those of the “ CHAMBER ".